When director Beeban Kidron thinks back on her 1995 film To Wong Foo, Thanks for Everything, Julie Newmar, the first thing that comes to mind is her memory of wolf-whistling at Patrick Swayze and Wesley Snipes as they walked down a Nebraska road, dressed in skirts and high heels. “They were really kind of furious in the moment, and then we were all laughing,” she tells Yahoo Movies. “I just thought it was a really interesting gender moment.”

Indeed, one could say that everything about To Wong Foo, which premiered 20 years ago this month, represented a “really interesting gender moment” in Hollywood. At a time when the AIDS crisis still loomed large and homophobia was the cultural default, a heartwarming, Steven Spielberg-produced comedy about gay drag queens opened as the No. 1 movie in America. The process of making the film involved a fierce casting competition among nearly all of Hollywood’s leading men; a pregnant director; a fistfight between two actors wearing women’s clothing; and a subject controversial enough that McDonald’s demanded removal of a fast food scene. Based on our interviews with Kidron and drag icon Charles Busch, plus the published reminiscences of the cast and production team, here’s the inside story of how a movie with a crazy title and a whole lot of wigs came to top the box office.

To Wong Foo tells the story of three drag queens — matriarchal Vida Boheme (Swayze), sassy Noxeema Jackson (Snipes), and rebellious young Chi-Chi Rodriguez (John Leguizamo) — who take a road trip from New York City to Hollywood to compete in a drag pageant, only to have their car break down in rural Nebraska. (The title comes from the inscription on a photograph they steal from a Chinese restaurant and carry for good luck.) Oddly, though the three characters do not identify as transgender, they are in drag literally 24/7 — even sleeping in nightgowns and wigs — and everyone they meet on the road is led to believe that they’re biological women. While they wait for repairs to their Cadillac DeVille, the queens go to work transforming the small-minded town: giving the citizens makeovers, standing up for a battered wife, and planning the annual Strawberry Social. Leguizamo’s character flirts with a local man, Bobby Ray (Jason London), but the other queens intervene and fix up Bobby Ray with a local girl. Beyond that, the three main characters are as chaste as fairy godmothers. In the end, the Nebraskans finally embrace the reality that their fancy new girlfriends are men, leading to a Spartacus-style finale in which the townsfolk flummox a homophobic mob by each declaring, “I’m a drag queen!” With an exuberant dance number, the queens bid the Midwest farewell and head to the pageant.

“During the early and mid ‘90s, there were basically no gay films being made in Hollywood,” screenwriter Douglas Carter Beane told The Advocate in 1999. Though gay cinema was beginning to come into its own with independent films like My Own Private Idaho and Go Fish, mainstream Hollywood was still largely wary of gay characters; even 1993’s groundbreaking AIDS drama Philadelphia was obliged to cut mild moments of affection (like this one) between Tom Hanks’ character and his partner, played by Antonio Banderas. Beane’s To Wong Foo screenplay was inspired by an ‘80s anti-gay propaganda film called The Gay Agenda, which warned of drag queens invading small-town Americaen masse — a proposition that struck the writer as more fabulous than threatening.

The script found its way to Steven Spielberg, who put it into production with his company Amblin Entertainment. To direct, Spielberg tapped British director Kidron. “Every male director passed. Every one,” Mitch Kohn, then a development executive at Amblin, recalled in an Advocate article last month. “The fantastic television miniseries Oranges Are Not the Only Fruit had just premiered in the U.S., and we quickly signed its female director, Beeban Kidron.” Kidron jumped at the opportunity to make a movie in America — particularly since she saw To Wong Foo as a uniquely American story. “When America coalesces around its values and energy, it’s a phenomenal place. An America that divides on those grooves, the social divergence, is a really ugly place,” she says. “And that’s really what that movie was about.” She also saw To Wong Foo as a counterbalance to the mainstream Hollywood portrayal of gay men, which was largely focused at that time on the AIDS epidemic. “That was the big story, and so all the movies at the moment were about gay men who were dying,” she says. “And so this was about celebrating them in the middle of that moment.”

Then it was time to cast the leading men — who were also, in this case, the leading ladies. Kohn wrote that Wesley Snipes and John Leguizamo both “said yes immediately.” So that left the role of Vida, which became the hottest part in town. According to various sources, the list of stars who auditioned — all of whom agreed to screen tests in drag — included Robert Downey Jr., Billy Baldwin, Gary Oldman, Matthew Broderick, James Spader, John Cusack, Mel Gibson, Robert Sean Leonard, Willem Defoe, John Turturro, Matt Dillon, Rob Lowe, Johnny Depp, Tom Cruise, and Robin Williams (who had a brief cameo in the finished film). Stephen Spinella, a recent Tony winner for Angels in America, came in to read. So did Kyle McLaughlin, who was “really upset” he didn’t get the part, according to a postproduction interview with Swayze inthe The Advocate.

“John Cusack looked just like his sister Joan,” Beane recalled in a 2006 interview with Gay City News. “Robert Sean Leonard was stunningly beautiful, Audrey Hepburn. James Spader — also beautiful. Willem Dafoe looked the way Mary Tyler Moore does now — the Joker’s sister, with that mouth. John Turturro — not pretty.”

Charles Busch was another actor who auditioned to play Vida. A famed drag performer, playwright, and icon of the New York City theater scene, Busch was given less than a day’s notice to prepare. “Beeban, the director, said, ‘Oh, forget about the lines, just improvise.’ So I basically did that,” Busch tells Yahoo Movies. “I didn’t think I was all that great. But then it was just kind of wild, seeing all these Polaroids up of all these famous stars in drag, like James Spader. And then as I was getting ready to leave, Matt Dillon, at the height of his beauty, walked in. And I thought, I want to see him in his underwear. So I went, ‘Oh, I left my umbrella in the try-on room!’”

According to Kidron, all the auditions with big-name stars followed a similar pattern. “Literally, what would happen is they would go into the makeup, they’d put on their clothes, and then the very last thing that would happen is they would put the wig on in front of the mirror,” she says. “And [for] all of them, there were only two responses. The first one was, ‘Gasp! But I’m beautiful!’ And the second one was, ‘I would f— myself!’”

Patrick Swayze’s career was on a downswing in 1994. Though he started the ’90s on a high note with Ghost and Point Break, his last couple of films (the Roland Joffe drama City of Joy and the abysmally reviewed comedy Father Hood)were flops. Perhaps that’s why Swayze was one of the last actors seen for Vida — but he wanted the role badly. Like Busch, he was sent audition materials on one days’ notice and improvised much of his tryout. “I just took Patrick Swayze’s life growing up in redneck Texas, having a mother as a choreographer, and trying to find out who I was,” Swayze explained in an interview with The Advocate(conducted, incidentally, by Charles Busch). “I just took that life and changed it to a boy who has had feminine tendencies all his life and discovered that is who he is. I found Vida very easy to identify with.”

But it was Swayze’s walk that clinched it. “Swayze had his own makeup people transform him into a woman, and he insisted that he and Beeban take a walk around the city to prove he could pass as a woman,” Kohn wrote in The Advocate. “With his beauty and dancer’s grace, he did just that. He had the job.”

Once he landed the role, Swayze took it seriously. The 2009 Swayze biography One Last Dance says the actor modeled the character after Lauren Bacall, Demi Moore, Audrey Hepburn in Breakfast at Tiffany’s, and his choreographer mother (who, ironically, did not approve of her son playing a drag queen). At the same time, his co-star John Leguizamo went on a vegan diet for three months to lose his muscles. “I got all soft and girly,” he wrote in his 2007 autobiography, Pimps, Hos, Playa Hatas, and All the Rest of My Hollywood Friends. “Little jelly rolls under my arms, round little tummy. Oh, I was cute.” Before filming, the three stars of To Wong Foo spent a night on the town attending drag shows and riding a limo around New York City with actual drag queens. “Spending time with these men was incredibly eye-opening,” Swayze wrote in his posthumously published memoir Time of My Life (co-authored by his wife Lisa Niemi). “Not only did they have an amazing sense of humor, they also had amazing courage. It takes cojones to be exactly who you are, especially when it’s so different from what society has dictated for you.”

Having done their homework, the cast and crew decamped to Lincoln, Nebraska, where a majority of filming took place. But first, Kidron had to break some unexpected news to Steven Spielberg: She was pregnant. His reaction? “Mazel tov!” “I said, ‘No, I don’t think you’re really getting there: I’m pregnant and I’m making this movie.’ And he goes, ‘But I’ve got loads of kids! I made loads of movies!’ And I go, ‘Yeah, but there’s only one big difference,’” Kidron recalls with a laugh. At the time, says Kidron, a pregnant woman directing a movie was considered a huge insurance risk. Spielberg mitigated that risk in the classiest way possible: He offered to take over as director of To Wong Foo if she had to step down at any point because of her pregnancy.

“And so my joke has always been, ‘Why didn’t someone from the production side come push me down the stairs so they could have had Steven Spielberg making that movie?‘” Kidron says. “In fact, the movie went a little bit over, and on the last day of principal photography, I was nine months, five days pregnant, and we had to charter a plane to get the crew and the cast back to New York. When I landed in New York, my waters broke at JFK.“

In the cast’s interviews and recollections, To Wong Foo is frequently described as a “tough shoot.” One obvious reason was the discomfort of the male leads with their extensive makeup and costuming requirements. Though the three actors had leapt at the chance to play drag queens, they hadn’t quite understood how much work it would entail to look like women. “Nobody told us the makeup sessions would take as long as for Planet of the Apes,” Leguizamo quipped to EW in 1995. In his memoir, Leguizamo wrote that the process of becoming Chi-Chi took three hours, and his eyebrows were permanently damaged from constant waxing. According to One Last Dance, Swayze woke up at 4 a.m. to sit in makeup and had to be shaved five times a day. In the dry Midwestern heat, the layers of makeup attracted flies, causing Swayze to throw off his costume and flee the set one day in exasperation. The actors quickly grew weary of high heels, and even wearier of a device called the “gender bender,” which disguised their manhood when they wore miniskirts. “I really didn’t mind wearing women’s clothes as long as the gender bender wasn’t involved,” Swayze wrote in Time of My Life. “But Wesley absolutely hated it. When we wrapped Wong Foo, he held a ceremonial funeral for his gender bender, wig, and clothes.”

Women’s clothing aside, the remote location and four-and-a-half-month shoot proved trying for the cast and crew, who experienced some friction. “I think that on some movies, everybody’s everybody’s best friend, and on some movies people are just professionals on the same path. And I think that we were the latter,” Kidron says matter-of-factly. “You had a lot of passionate people wanting to do the best job they possibly could, so we had clashes,” Swayze said in a promotional interview with TV reporter Jimmy Carter.

In fact, Leguizamo and Swayze nearly came to blows after Leguizamo improvised one too many lines for Swayze’s taste. “On and on he went, interrupting the rehearsal with one crazy comic riff after another,” Swayze recalled in Time of My Life. “Finally, completely fed up, I snapped, ‘Oh, God! Would you just shut the f— up for once?’ Well, John is a scrappy little fiery Latino who can probably kick the butts of guys three times his size. He came right at me, fists up, yelling, ‘Come on, let’s go! You want to f— with me? I’ll f— you up!’”

“Patrick swings. And I swing. Both of us in Frederick’s of Hollywood,” Leguizamo wrote in Pimps, Hos, Playa Hatas. “I’m in hot pants. He’s in f–k-me pumps.… They break it up before we can start pulling each other’s hair and scratching each other’s eyes out.”

Kidron doesn’t remember this particular fight but does recall a lot of competitiveness between the stars — particularly Swayze and Snipes. “That is just standard across the business at that level; it’s like, who comes out of the trailer, who’s got the highest heels, who says more lines, who’s praised more,” she says.

Another thing that probably didn’t help morale was the number of changes that had to be made because corporate America refused to get behind a gay movie. In retrospect, this seems ludicrous, because the sexuality of the drag queens was barely acknowledged in the film. Were it not for Noxeema labeling herself “a gay man [with] way too much fashion sense for one gender” and Chi-Chi making eyes at her small-town crush, audiences would hardly even know they were attracted to men. Nevertheless, according to EW,McDonald’s refused to grant permission for its restaurant to be used, so an innocuous scene of the drag queens eating fries had to be cut. PepsiCo wouldn’t allow the To Wong Foo characters to imbibe its beverages. And Holiday Inn wouldn’t give permission for its sign to hang overhead during an innocent sleepover scene. “People keep telling me, ‘Oh, it’s so great you’re doing this mainstream film,”’ Beane told the magazine. “Excuse me, mainstream? I’m barely in the back door, honey. We could not even get makeup product tie-ins on this movie, that is how piss-scared people were.”

That attitude comes through in some of the promotion for the film. When Swayze appeared on The Tonight Show With Jay Leno, Leno began the segment by asking a female audience member whether she was attracted to Swayze, then showing a clip from To Wong Foo of the star in elegant drag. “This woman just used the air sickness bag in the seat in front of her,” Leno joked. When Swayze came on, Leno barely asked him about the movie, preferring to talk instead about Dirty Dancing.

Still, Swayze remained a champion of the film. While the top-billed Wesley Snipes seems to have done little to promote To Wong Foo, Swayze made all the publicity rounds — even posing for the cover of The Advocate, “the national gay and lesbian newsmagazine,” something few straight heartthrobs at the time had done. In his Advocate interview with Charles Busch, Swayze cheerfully asserted that he was “seriously, terminally heterosexual” while earnestly trying to establish his gay cred. He’d had gay and drag-queen friends all his life, he said, having grown up in the theater and the ballet. He demonstrated his female walk for Busch in an L.A. café and, at one point, even called his interviewer “girlfriend.” “Now that you mention it, I think he was pushing it a bit, trying to show that he was from this campy background,” Busch tells Yahoo Movies. “But I have to say, I really liked him. And I think the fact that he was a ballet dancer and he was raised by his mother in a very evolved place, he came to the role with a great attitude. And pulled it off, I think!”

Undoubtedly, Swayze was also hoping to get some awards recognition for his role as Vida. Gene Siskel predicted an Oscar nomination for the actor, which didn’t happen, but Swayze and Leguizamo did receive Golden Globe nods for Best Actor in a Motion Picture, Musical or Comedy; and Best Supporting Actor in a Motion Picture. (They lost to John Travolta for Get Shorty and Brad Pitt for Twelve Monkeys, respectively.)

Reviews for the film itself were mixed to positive. Another drag-queen road-trip movie, the Australian comedy The Adventures of Priscilla, Queen of the Desert, had opened in the U.S. a year earlier, and some critics felt that To Wong Foo (which was less frank about its characters’ sexuality) suffered by comparison. Siskel loved To Wong Foo; Ebert did not. But most reviewers agreed that the film had its pleasures, particularly in the performances of the three leads. “Ultimately, the comedy comes across as a celebration of openness, alternative lifestyles and bonding, all life-affirming values that in the 1990s are beyond reproach — or real controversy,” Emanuel Levy wrote in Variety.

On September 8, 1995, To Wong Foo opened at No. 1.“Being in the back of the cinema, in Times Square, on the night it opened, when everybody loves your movie — it was fantastic,” Kidron recalls. The film ruled the box office for one more weekend (topping Clockers and Hackers) before being displaced by Seven and Showgirls in the third week. Overall, To Wong Foo took in a respectable $36 million domestically, putting it in the top 50 highest-grossing films of 1995 — though Swayze admits in Time of My Life, “In the end, it didn’t do as well as we had hoped.”

After To Wong Foo finished filming, Kidron returned to her native London, where she is now active as a filmmaker, a member of the House of Lords, and a founder of the education charity FILMCLUB. To Wong Foo occasionally resurfaces in her life, in unexpected ways; a few years ago, for example, one of the many actors who auditioned for Vida Boheme greeted her at a dinner party by saying, “I am so pissed with you that you never gave me that role!” The director is frequently approached by female filmmakers who grew up in the ’90s and thank her for showing them that a woman could make a major Hollywood film. And because he was born just as To Wong Foo wrapped, Kidron’s grown son remains an American citizen.

Twenty years later, the director looks back on the experience with great pride and affection — as did Swayze before his death in 2009. “I loved Vida,” he wrote in Time of My Life, “and even missed her a little bit when she was gone.”